Common use of PURCHASE AND SALE OF THE Clause in Contracts

PURCHASE AND SALE OF THE. Shares 1 1.1 Purchase and Sale of the Shares 1 1.2 Purchase Price 1 1.3 Pre-Closing Adjustment of Cash Purchase Price 2 1.4 Post-Closing Adjustment of Purchase Price 3 1.5 Closing 6 1.6 Deliveries by the Seller to the Purchaser 6 1.7 Deliveries by the Purchaser to the Seller 7 ARTICLE II Representations and Warranties 7 2.1 Representations and Warranties of Sierra and the Seller 7 2.2 Representations and Warranties of the Purchaser 29 ARTICLE III Additional Agreements of the Parties 31 3.1 Conduct of the Business 31 3.2 Restrictions on Business Pending the Closing 33 3.3 [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance and Preservation of Records 44 3.8 Confidentiality and Announcements 44 3.9 Regulatory and Other Authorizations 45 3.10 Further Assurances 46 3.11 Noncompetition/Nonsolicitation; Use of Names or Marks 47 3.12 Certain Actions; Notification of Certain Matters 47 3.13 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to Jurisdiction; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation 61 7.5 Counterparts 61 7.6 Assignment 61 7.7 Miscellaneous 62 7.8 Specific Performance 63 7.9 Certain Definitions 63 Exhibit A Contingent Purchase Price Note Agreement Exhibit B Transition Services Agreement Exhibit C Third Party Claims Administration Agreement Schedule 1 Non-Admitted Assets STOCK PURCHASE AGREEMENT, dated as of November 25, 2003, among Sierra Health Services, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc., a California corporation and a wholly owned subsidiary of Sierra (the "Seller") and Folksamerica Holding Company, Inc., a New York corporation (the "Purchaser").

PURCHASE AND SALE OF THE. Shares SHARES 1 1.1 1.01 Purchase and Sale of the Shares 1 1.2 Purchase Price 1 1.3 Pre-Closing Adjustment of 1 1.02 Estimated Cash Purchase Price and Stock Consideration 1 1.03 The Closing 1 1.04 The Closing Transactions 2 1.4 Post-Closing Adjustment of 1.05 Purchase Price Adjustments 3 1.5 Closing 6 1.6 Deliveries by the Seller 1.06 Withholding 5 2.01 Conditions to the Purchaser Purchaser’s Obligations 6 1.7 Deliveries by the Purchaser 2.02 Conditions to the Seller 7 ARTICLE II Company’s and the Seller’s Obligations 8 3.01 Organization and Corporate Power 9 3.02 Subsidiaries 10 3.03 Authorization; No Breach; Valid and Binding Agreement 10 3.04 Capital Stock 11 3.05 Financial Statements 11 3.06 Absence of Certain Developments 12 3.07 Title to Properties 14 3.08 Tax Matters 15 3.09 Contracts and Commitments 17 3.10 Intellectual Property 18 3.11 Litigation 19 3.12 Governmental Consents, etc. 19 3.13 Employee Benefit Plans 20 3.14 Insurance 21 3.15 Compliance with Laws 21 3.16 Environmental Compliance and Conditions 22 3.17 Affiliated Transactions 23 3.18 Employees 23 3.19 Customers 24 3.20 Brokerage 24 3.21 Data Privacy and Security 24 3.22 Regulatory 25 3.23 No Other Representations and Warranties 7 2.1 26 3A.01 Organization and Corporate Power 26 3A.02 Authorization; No Breach; Valid and Binding Agreement 27 3A.03 Capital Stock 27 3A.04 Litigation 27 3A.05 Governmental Consents, etc. 28 3A.06 Brokerage 28 3A.07 Investment Representations 28 3A.09 No Other Representations and Warranties 29 4.01 Organization and Corporate Power 29 4.02 Authorization 29 4.03 No Violation 30 4.04 Governmental Authorities; Consents 30 4.05 Litigation 30 4.06 Brokerage 30 4.07 Investment Representation 30 4.08 Financing 30 4.09 Solvency 32 4.10 Investigation 32 4.11 Capital Stock 32 4.12 Purchaser Shares 33 4.13 No Purchaser Material Adverse Effect 33 4.14 Application of Sierra and the Seller 7 2.2 Takeover Protections; Rights Agreement 33 4.15 SEC Documents 33 4.16 Registration Rights 34 4.17 Sufficient Authorized but Unissued Shares 34 4.18 No Shareholder Approval 34 4.19 No Reliance 34 4.20 No Other Representations and Warranties of the Purchaser 29 ARTICLE III Additional Agreements of the Parties 31 3.1 Conduct of the Business 31 3.2 Restrictions on Business Pending the Closing 33 3.3 [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance and Preservation of Records 44 3.8 Confidentiality and Announcements 44 3.9 Regulatory and Other Authorizations 45 3.10 Further Assurances 46 3.11 Noncompetition/Nonsolicitation; Use of Names or Marks 47 3.12 Certain Actions; Notification of Certain Matters 47 3.13 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to Jurisdiction; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation 61 7.5 Counterparts 61 7.6 Assignment 61 7.7 Miscellaneous 62 7.8 Specific Performance 63 7.9 Certain Definitions 63 Exhibit A Contingent Purchase Price Note Agreement Exhibit B Transition Services Agreement Exhibit C Third Party Claims Administration Agreement Schedule 1 Non-Admitted Assets STOCK PURCHASE AGREEMENT, dated as of November 25, 2003, among Sierra Health Services, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc., a California corporation and a wholly owned subsidiary of Sierra (the "Seller") and Folksamerica Holding Company, Inc., a New York corporation (the "Purchaser").34

PURCHASE AND SALE OF THE. Shares 1 1.1 COMPANY SHARES 18 Section 2.1. Purchase and Sale of the Company Shares 1 1.2 18 Section 2.2. Purchase Price 1 1.3 Pre-Closing Adjustment of Cash 18 Section 2.3. Purchase Price 2 1.4 Post-Adjustments 18 Section 2.4. Closing Adjustment 20 Section 2.5. Closing Deliveries 21 Section 2.6. Transfer Taxes 23 ARTICLE III. REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY GROUP 23 Section 3.1. Organization of Purchase Price 3 1.5 Closing 6 1.6 Deliveries by Seller, the Seller Company and the Company Group 23 Section 3.2. Authorization 23 Section 3.3. Noncontravention 23 Section 3.4. Title to the Purchaser 6 1.7 Deliveries by the Purchaser to the Seller 7 Company Shares 24 Section 3.5. Company Group 24 Section 3.6. Government Authorizations 25 Section 3.7. Financial Statements; Indebtedness 25 Section 3.8. Undisclosed Liabilities 26 Section 3.9. Absence of Certain Changes 26 Section 3.10. Tax Matters 26 Section 3.11. Property 27 Section 3.12. Intellectual Property 28 Section 3.13. Environmental Matters 28 Section 3.14. Contracts 29 Section 3.15. Insurance 31 Section 3.16. Litigation 31 Section 3.17. Legal Compliance 31 Section 3.18. Permits 32 Section 3.19. Franchise Matters 32 Section 3.20. Employee Benefit Matters. 33 Section 3.21. Labor Matters 34 Section 3.22. Suppliers and Distributors 34 Section 3.23. Company Group Restaurants 34 Section 3.24. Related Party Transactions 35 Section 3.25. Brokers’ Fees 35 ARTICLE II Representations IV. REPRESENTATIONS AND WARRANTIES REGARDING BUYER GROUP 35 Section 4.1. Organization 35 Section 4.2. Authorization 36 Section 4.3. Noncontravention 36 Section 4.4. Government Authorizations 36 Section 4.5. Financial Sources 36 Section 4.6. Investment 37 Section 4.7. Litigation 37 Section 4.8. Brokers’ Fees 37 Section 4.9. Information 38 Section 4.10. Sponsor Guaranty 38 Section 4.11. Capital Stock of Buyer 38 Section 4.12. Capital Stock of Buyer Parent 38 Section 4.13. Buyer Parent and Warranties 7 2.1 Representations and Warranties Buyer 39 Section 4.14. Valid Issuance of Sierra and the Seller 7 2.2 Representations and Warranties of the Purchaser 29 Buyer Parent Common Stock 39 Section 4.15. Solvency 39 ARTICLE III Additional Agreements of the Parties 31 3.1 V. COVENANTS 40 Section 5.1. Conduct of the Company 40 Section 5.2. Access to Information; Confidentiality 43 Section 5.3. Reasonable Best Efforts 44 Section 5.4. Regulatory Approvals 45 Section 5.5. Public Announcements 45 Section 5.6. Tax Matters 46 Section 5.7. Further Assurances 51 Section 5.8. Assumption of Obligations 51 Section 5.9. Equity Financing 51 Section 5.10. Employee Matters 52 Section 5.11. Contribution of Closing Commitment Amount and Issuance of Capital Stock of Buyer Parent 57 Section 5.12. Filing of the Buyer Parent Certificate of Incorporation 57 Section 5.13. Conduct of Business 31 3.2 Restrictions on Business Pending the Closing 33 3.3 of Buyer Parent and Buyer 57 Section 5.14. [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 57 Section 5.15. Name of Seller 57 Section 5.16. Name of Seller Parent 58 Section 5.17. Transition for Restaurants in the United Arab Emirates 58 Section 5.18. No Solicitation 59 Section 5.19. Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance Hire and Preservation Non-Solicitation of Records 44 3.8 Confidentiality and Announcements 44 3.9 Regulatory and Other Authorizations 45 3.10 Further Assurances 46 3.11 Noncompetition/Nonsolicitation; Use Employees 59 Section 5.20. Santa ▇▇▇▇▇▇ Restaurant 60 Section 5.21. Role of Names or Marks 47 3.12 Certain Actions; Notification of Certain Matters 47 3.13 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to JurisdictionCounsel; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation Conflicts Regarding Representation 61 7.5 Counterparts Section 5.22. Tail Policies 61 7.6 Assignment Section 5.23. Replacement Letters of Credit 61 7.7 Miscellaneous 62 7.8 Specific Performance Section 5.24. Atlanta Support Center Lease 63 7.9 Certain Definitions Section 5.25. Future Withdrawals 63 Exhibit A Contingent Purchase Price Note Agreement Exhibit B Transition Services Agreement Exhibit C Third Party Claims Administration Agreement Schedule 1 Non-Admitted Assets STOCK PURCHASE AGREEMENT, dated as of November 25, 2003, among Sierra Health Services, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc., a California corporation and a wholly owned subsidiary of Sierra (the "Seller") and Folksamerica Holding Company, Inc., a New York corporation (the "Purchaser").Section 5.26. Insurance Cooperation 64

PURCHASE AND SALE OF THE. Shares ACQUIRED INTERESTS 1 1.1 Agreement to Sell and Purchase and Sale of the Shares 1 1 1.2 Signing Date Deliverables 1 1.3 Purchase Price 1 1.3 Pre-1.4 The Closing Adjustment 2 1.5 Conduct of Cash Purchase Price Closing 2 1.4 Post-Closing Adjustment of Purchase Price ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 2 2.1 Organization and Status 3 1.5 Closing 6 1.6 Deliveries by the Seller 2.2 Power; Authority; Enforceability 3 2.3 No Violation 3 2.4 No Litigation 3 2.5 Consents and Approvals 4 2.6 Acquired Interests 4 2.7 Solvency 4 2.8 Compliance with Law 4 2.9 Taxes 5 2.10 Unregistered Securities 5 2.11 Broker’s Fees 6 2.12 Matters Relating to the Purchaser 6 1.7 Deliveries by Acquired Interests, the Purchaser to the Seller 7 ARTICLE II Representations and Warranties 7 2.1 Representations and Warranties of Sierra Project Company and the Seller Wind Project 6 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6 3.1 Organization and Status 6 3.2 Power; Authority; Enforceability 6 3.3 No Violation 7 2.2 Representations 3.4 No Litigation 7 3.5 Consents and Warranties of the Purchaser 29 Approvals 7 3.6 Solvency 7 3.7 Compliance with Law 7 3.8 No Reliance 7 3.9 Investment Intent 8 3.10 Accredited Investor 8 3.11 Broker’s Fee 8 ARTICLE III Additional Agreements of the Parties 31 3.1 Conduct of the Business 31 3.2 Restrictions on Business Pending the 4 COVENANTS; OTHER OBLIGATIONS 8 4.1 Covenants Between Signing and Closing 33 3.3 [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance and Preservation of Records 44 3.8 Confidentiality and Announcements 44 3.9 Regulatory and 8 4.2 Other Authorizations 45 3.10 Further Assurances 46 3.11 Noncompetition/Nonsolicitation; Use of Names or Marks 47 3.12 Certain Actions; Notification of Certain Matters 47 3.13 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to Jurisdiction; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation 61 7.5 Counterparts 61 7.6 Assignment 61 7.7 Miscellaneous 62 7.8 Specific Performance 63 7.9 Certain Definitions 63 Exhibit A Contingent Purchase Price Note Agreement Exhibit B Transition Services Agreement Exhibit C Third Party Claims Administration Agreement Schedule 1 Non-Admitted Assets STOCK PURCHASE AGREEMENT, dated as of November 25, 2003, among Sierra Health Services, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc., a California corporation and a wholly owned subsidiary of Sierra (the "Seller") and Folksamerica Holding Company, Inc., a New York corporation (the "Purchaser").Covenants 9

PURCHASE AND SALE OF THE. Shares ACQUIRED INTERESTS 1 1.1 Agreement to Sell and Purchase and Sale of the Shares 1 1 1.2 Signing Date Deliverables 1 1.3 Purchase Price 1 1.3 Pre-1.4 The Closing Adjustment 2 1.5 Conduct of Cash Purchase Price Closing 2 1.4 Post-Closing Adjustment of Purchase Price ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 3 1.5 Closing 6 1.6 Deliveries by the Seller 2.1 Organization and Status 3 2.2 Power; Authority; Enforceability 3 2.3 No Violation 3 2.4 No Litigation 4 2.5 Consents and Approvals 4 2.6 Acquired Interests 4 2.7 Solvency 4 2.8 Compliance with Law 5 2.9 Taxes 5 2.10 Unregistered Securities 5 2.11 Broker’s Fees 5 2.12 Matters Relating to the Purchaser 6 1.7 Deliveries by Acquired Interests, the Purchaser to the Seller 7 ARTICLE II Representations and Warranties 7 2.1 Representations and Warranties of Sierra Project Company and the Seller Wind Project 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6 3.1 Organization and Status 6 3.2 Power; Authority; Enforceability 6 3.3 No Violation 6 3.4 No Litigation 6 3.5 Consents and Approvals 7 2.2 Representations 3.6 Solvency 7 3.7 Compliance with Law 7 3.8 No Reliance 7 3.9 Investment Intent 7 3.10 Accredited Investor 7 3.11 Broker’s Fee 8 ARTICLE 4 COVENANTS; OTHER OBLIGATIONS 8 4.1 Covenants Between Signing and Warranties of the Purchaser 29 ARTICLE III Additional Agreements of the Parties 31 3.1 Conduct of the Business 31 3.2 Restrictions on Business Pending the Closing 33 3.3 [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance and Preservation of Records 44 3.8 Confidentiality and Announcements 44 3.9 Regulatory and 8 4.2 Other Authorizations 45 3.10 Further Assurances 46 3.11 Noncompetition/Nonsolicitation; Use of Names or Marks 47 3.12 Certain Actions; Notification of Certain Matters 47 3.13 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to Jurisdiction; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation 61 7.5 Counterparts 61 7.6 Assignment 61 7.7 Miscellaneous 62 7.8 Specific Performance 63 7.9 Certain Definitions 63 Exhibit A Contingent Purchase Price Note Agreement Exhibit B Transition Services Agreement Exhibit C Third Party Claims Administration Agreement Schedule 1 Non-Admitted Assets STOCK PURCHASE AGREEMENT, dated as of November 25, 2003, among Sierra Health Services, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc., a California corporation and a wholly owned subsidiary of Sierra (the "Seller") and Folksamerica Holding Company, Inc., a New York corporation (the "Purchaser").Covenants 9

PURCHASE AND SALE OF THE. Shares 1 1.1 SHARES 14 2.1 Purchase and Sale and Contribution of Shares at the Closing 14 2.2 Adjustments 15 2.3 Net Inventory Value; Payment for Inventory 17 2.4 Closing; Delivery 18 2.5 Deliveries at Closing 19 2.6 Transfer Taxes 21 2.7 Withholding 21 ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 22 3.1 Organization 22 3.2 Capitalization 22 3.3 No Subsidiaries 23 3.4 Authorization 23 3.5 INTENTIONALLY OMITTED 23 3.6 Conflicts; Consents of Third Parties 23 3.7 Litigation 24 3.8 Intellectual Property 24 3.9 Material Company Contracts 26 3.10 Certain Transactions 28 3.11 Rights of Registration 28 3.12 Real Property 28 3.13 Tangible Personal Property 30 3.14 Inventory; Sufficiency of Assets 30 3.15 Financial Statements; No Undisclosed Liabilities 30 3.16 Absence of Changes 31 3.17 INTENTIONALLY OMITTED 32 3.18 Employee Matters 32 3.19 Taxes 35 3.20 Insurance 38 3.21 Compliance with Law and Regulations; Permits 38 3.22 Suppliers 39 3.23 Corporate Documents 39 3.24 Brokers 40 3.25 Environmental Matters 40 3.26 Solvency 40 3.27 No “Bad Actor” Disqualification 40 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS 40 4.1 Ownership of the Shares 1 1.2 Purchase Price 1 1.3 Pre-Closing Adjustment Company 40 4.2 Authorization 41 4.3 Conflicts 41 4.4 Litigation 41 4.5 Brokers 41 4.6 Powers of Cash Purchase Price 2 1.4 Post-Closing Adjustment of Purchase Price 3 1.5 Closing Attorney 41 4.7 Investment Purpose 41 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER 42 5.1 Organization 42 5.2 Authorization 42 5.3 No Conflicts; Consents 42 5.4 Investment Intention 42 5.5 Brokers 43 ARTICLE 6 1.6 Deliveries by the Seller to the Purchaser 6 1.7 Deliveries by the Purchaser to the Seller 7 ARTICLE II Representations COVENANTS AND OTHER AGREEMENTS 43 6.1 Employees and Warranties 7 2.1 Representations and Warranties of Sierra and the Seller 7 2.2 Representations and Warranties of the Purchaser 29 ARTICLE III Additional Agreements of the Parties 31 3.1 Conduct of the Business 31 3.2 Restrictions on Business Pending the Closing 33 3.3 [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 Employee Benefits 43 6.2 Confidentiality 44 6.3 Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance and Preservation of Records competition; Non-solicitation 44 3.8 Confidentiality and 6.4 Public Announcements 44 3.9 Regulatory and Other Authorizations 45 3.10 6.5 Recreational/Adult Use License 45 6.6 Further Assurances 46 3.11 Noncompetition/NonsolicitationARTICLE 7 INTENTIONALLY OMITTED 46 ARTICLE 8 SURVIVAL AND INDEMNIFICATION 46 8.1 Survival 46 8.2 Indemnification by Sellers 46 8.3 Indemnification by Buyer 47 8.4 Third Party Claims 47 8.5 Direct Claims and Claims for Indemnification 49 8.6 Limitations; Use of Names or Marks 47 3.12 Certain ActionsReimbursement; Notification of Certain Additional Provisions 50 8.7 Tax Treatment 53 8.8 Exclusive Remedies 53 ARTICLE 9 INTENTIONALLY OMITTED 53 ARTICLE 10 MISCELLANEOUS 53 10.1 Tax Matters 47 3.13 53 10.2 Successors and Assigns 55 10.3 Governing Law; Venue 55 10.4 Titles and Subtitles 56 10.5 Notices 56 10.6 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra 57 10.7 Attorneys’ Fees 57 10.8 Amendments and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification Waivers 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to Jurisdiction; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation 61 7.5 Counterparts 61 7.6 Assignment 61 7.7 Miscellaneous 62 7.8 10.9 Specific Performance 63 7.9 Certain Definitions 63 57 10.10 Severability 58 10.11 Tax Advice 58 10.12 Delays or Omissions 58 10.13 Entire Agreement 58 10.14 Counterparts 58 Exhibit A Contingent Purchase Price Note Agreement – Form of Release Exhibit B Transition Services – Form of Independent Contractor Agreement Exhibit C Third Party Claims Administration – Form of Amended and Restated Lease (Cambridge Location) Exhibit D – Form of Amended and Restated Lease (Georgetown Location) Exhibit E – Form of Note Exhibit F – Form of Security Agreement Exhibit G – Form of Termination Agreement Disclosure Schedule 1 Non-Admitted Assets Schedule 1.1 – Sample Closing Net Working Capital Schedule Schedule 2.1(f) – Closing Date Payment Schedule Schedule 2.3 – Inventory; Net Inventory Value This STOCK PURCHASE AGREEMENT, dated AGREEMENT (this “Agreement”) is made and entered into as of November 2513, 20032018, by and among Sierra Health ServicesHealthy Pharms, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc., a California corporation and a wholly owned subsidiary of Sierra (the "Seller") and Folksamerica Holding Company, Inc., a New York Massachusetts corporation (the "Purchaser"“Company”), ▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual (“Overgaag”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual (“▇▇▇▇▇▇▇” and, together with Overgaag, “ Sellers” and each a “Seller”), and 4Front Holdings LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Section 1.1.